Texas Business Organizations Code 153.501 – Cancellation or Revocation of Event Requiring Winding Up; Continuation of Business
(a) The limited partnership may cancel under § 11.152 an event requiring winding up arising from the expiration of its period of duration as specified in § 11.051(1) or from the occurrence of an event specified in its governing documents as specified in § 11.051(3) if, not later than the 90th day after the event, all remaining partners, or another group or percentage of partners as specified by the partnership agreement, agree in writing to continue the business of the limited partnership.
(b) The limited partnership may cancel under § 11.152 an event requiring winding up arising from an event of withdrawal of a general partner as specified in § 11.058(b) if:
(1) there remains at least one general partner and the partnership agreement permits the business of the limited partnership to be carried on by the remaining general partners and those remaining general partners carry on the business; or
(2) not later than one year after the event, all remaining partners, or another group or percentage of partners specified in the partnership agreement:
(A) agree in writing to continue the business of the limited partnership; and
(B) to the extent that they desire or if there are no remaining general partners, agree to the appointment of one or more new general partners.
Terms Used In Texas Business Organizations Code 153.501
- Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
- General partner: means :
(A) each partner in a general partnership; or
(B) a person who has become, and has not ceased to be, a general partner in a limited partnership in accordance with the governing documents of the limited partnership or this code. See Texas Business Organizations Code 1.002 - Governing documents: means :
(A) in the case of a domestic entity:
(i) the certificate of formation for a domestic filing entity or the document or agreement under which a domestic nonfiling entity is formed; and
(ii) the other documents or agreements adopted by the entity under this code to govern the formation or the internal affairs of the entity; or
(B) in the case of a foreign entity, the instruments, documents, or agreements adopted under the law of its jurisdiction of formation to govern the formation or the internal affairs of the entity. See Texas Business Organizations Code 1.002 - in writing: includes any representation of words, letters, or figures, whether by writing, printing, or other means. See Texas Government Code 312.011
- Limited partner: means a person who has become, and has not ceased to be, a limited partner in a limited partnership in accordance with the governing documents of the limited partnership or this code. See Texas Business Organizations Code 1.002
- Limited partnership: means a partnership that is governed as a limited partnership under Title 4 and that has one or more general partners and one or more limited partners. See Texas Business Organizations Code 1.002
- Partner: means a limited partner or general partner. See Texas Business Organizations Code 1.002
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an entity governed as a partnership under Title 4. See Texas Business Organizations Code 1.002
- Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
- Year: means 12 consecutive months. See Texas Government Code 311.005
(c) The appointment of one or more new general partners under Subsection (b)(2)(B) is effective from the date of withdrawal.
(d) To approve a revocation under § 11.151 by a limited partnership of a voluntary decision to wind up as specified in § 11.058(a), prior to filing the certificate of termination required by § 11.101, all remaining partners, or another group or percentage of partners as specified by the partnership agreement, must agree in writing to revoke the voluntary decision to wind up and continue the business of the limited partnership.
(e) The limited partnership may cancel under § 11.152 an event requiring winding up arising when there are no limited partners in the limited partnership, as specified in § 11.058(c), if, not later than the first anniversary of the date of the event requiring winding up:
(1) the legal representative or successor of the last remaining limited partner and all of the general partners agree to:
(A) continue the business of the limited partnership; and
(B) admit the legal representative or successor of the last remaining limited partner, or the person‘s nominee or designee, to the limited partnership as a limited partner, effective as of the date the event that caused the last remaining limited partner to cease to be a limited partner occurred; or
(2) a limited partner is admitted to the limited partnership in the manner provided by the partnership agreement, effective as of the date the event that caused the last remaining limited partner to cease to be a limited partner occurred.